Official Letter Modifying Article Three, Base II, Subsection a) of the Authorization Granted to Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta

DOF: 05/10/2020

OFFICIAL LETTER modifying Article Three, Base II, subsection a) of the authorization granted to Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, to organize and function as an insurance institution to practice the operation of life insurance and the operation of accident and health insurance, in the lines of personal accident and medical expenses.

A seal with the National Coat of Arms, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Insurance, Pensions and Social Security.- General Legal Directorate of Insurance, Sureties and Pensions.- Official Letter No. 366-III- 440/18.

ASERTA SEGUROS VIDA, S.A. DE C.V.

GRUPO FINANCIERO ASERTA,

Camino a Santa Teresa No. 1040, Floor 7

Col Jardines en la Montaña

Mexico City, D.F., C.P. 14210.

Attention: Lic. José Manuel Campero Pardo Legal Representative

The Federal Government, through this Ministry of Finance and Public Credit, based on the provisions of articles 31, fraction VIII of the Organic Law of the Federal Public Administration, 5th, of the General Law of Insurance and Mutual Insurance Companies and Societies, applicable in accordance with the Transitional Provisions First and Fifth of the Law of Insurance and Surety Institutions and 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in attention to the following background and considerations:

BACKGROUND

I.

Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, was authorized by this Ministry to organize and function as an insurance institution to practice the operation of life insurance and the operation of accident and health insurance, in the lines of personal accident and medical expenses, as evidenced by resolution 102-K-030 of May 22, 2012, published in the Official Gazette of the Federation on June 29, 2012. Said resolution was last modified by diverse 366-III-0713/14 of September 12, 2014.

II.

With a writing dated February 27, 2015, Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta requested authorization from this Ministry to reform the Articles:

a)

Sixth of its corporate bylaws by increasing its fixed minimum capital without right of withdrawal from $69,000,000.00 to $84,000,000.00.

b)

First Transitory of the corporate bylaws, which reflects the number of shares and the amount thereof per partner, following the capital increase referred to in the previous subsection a).

III.

Through official letter 366-III-325/15 of April 21, 2015, the General Legal Directorate of Insurance, Sureties and Pensions, attached to the Unit of Insurance, Pensions and Social Security:

a)

Approved the reform to Articles Sixth and First Transitory of the corporate bylaws of Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, resulting from the capital increase in the fixed part from $69,000,000.00 to $84,000,000.00, in the terms of its extraordinary general meeting of shareholders of October 31, 2014.

b)

Requested to send within the next sixty business days, from the date it was notified of said official letter, the first testimony and three simple copies of the public deed with registration data in the Public Commerce Registry, in which the minutes of the extraordinary general meeting of shareholders of October 31, 2014 of Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, were notarized, to proceed with the modification of its authorization to organize and function as an insurance institution.

IV.

Through the writing of September 8, 2016, Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, sent to this Unit of Insurance, Pensions and Social Security the first testimony of public deed No. 97,577 of May 22, 2015, granted before the authority of Lic. Luis Felipe Morales Viesca, Public Notary No. 22 for the City of Mexico, in which the notarization of the minutes of the extraordinary general meeting of shareholders of October 31, 2014 is recorded, which was registered in the Public Commerce Registry on January 29, 2016, with electronic commercial folio 474023-1.

V.

Through official letter 366-III-021/17 of January 25, 2017, the General Legal Directorate of Insurance, Sureties and Pensions, attached to the Unit of Insurance, Pensions and Social Security, informed Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta that the requirement formulated with official letter 366-III-325/15 of April 21, 2015, has not been fulfilled, since:

a)

With the cited official letter 366-III-325/15, Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta was required to present the original first testimony and three simple copies of the public deed, with registration data in the Public Commerce Registry, in which the modifications to Articles Sixth and First Transitory of the corporate bylaws of that society were notarized, in the terms approved by this Ministry with official letter 366-III-325/15 of April 21, 2015, and which correspond to the projects presented with the request writing of February 27, 2015 cited in Background II.

b)

The public deed No. 97,577 of May 22, 2015 mentioned in Background IV contains the notarization of the extraordinary general meeting of shareholders held on October 31, 2014, which approved the capital increase and the modification to the bylaws that, if applicable, corresponded.

However, the extraordinary general meeting of shareholders held on October 31, 2014, does not approve the modifications to Articles Sixth and First Transitory of the corporate bylaws in the terms in which they were approved by this Ministry with official letter 366-III-325/15 of April 21, 2015, and which correspond to the projects presented with the request writing of February 27, 2015.

c)

It was reiterated to send the first testimony and three simple copies of the public deed with registration data in the Public Commerce Registry of the extraordinary general meeting of shareholders that has approved the reform to Articles Sixth and First Transitory of the corporate bylaws of that society in the terms approved by this Ministry through official letter 366-III-325/15 of April 21, 2015.

VI.

With a writing dated May 31, 2018, Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta sends to this Unit of Insurance, Pensions and Social Security the first testimony of public deed No. 108,234 of April 27, 2017, granted before the authority of Lic. José Ángel Fernández Uría, Public Notary No. 217 for the City of Mexico, in which the notarization of the minutes of the extraordinary general meeting of shareholders held on March 30, 2017, is recorded, which approved the reform to Articles Sixth and First Transitory of the corporate bylaws of that society in the terms approved by this Ministry through official letter 366-III-325/15 of April 21, 2015, which was registered in the Public Commerce Registry on October 25, 2017, with electronic commercial folio 474023-1.

CONSIDERATIONS

I.

Transitory Provision Fifth of the Law of Insurance and Surety Institutions establishes that approval requests received before the entry into force of that law, that is before April 4, 2015, and which by virtue thereof are assigned to the National Insurance and Sureties Commission, will be processed and resolved by this Ministry, for which it may, even after that date, continue to exercise the powers conferred based on the General Law of Insurance and Mutual Insurance Companies and Societies that was repealed.

II.

That as a result of the approval of the reform of Article Sixth of the corporate bylaws, which was granted before the entry into force of the Law of Insurance and Surety Institutions and as indicated in the official letter cited in Background III, the terms of the authorization granted to that insurance institution must be modified.

III.

That they sent to this Ministry the first testimony and three simple copies of public deed 108,234 of April 27, 2017 with registration data in the Public Commerce Registry.

IV.

That the modification to the authorization granted to Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, to organize and function as an insurance institution derives from the approval of the bylaws reform that was granted before the entry into force of the Law of Insurance and Surety Institutions, as has been noted.

RESOLUTION

First.- Article Three, Base II, subsection a) of the authorization granted to Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, to organize and function as an insurance institution to practice the operation of life insurance and the operation of accident and health insurance, in the lines of personal accident and medical expenses, is modified, to read as follows:

ARTICLE THREE.- ...

I.- ...

II.- ...

a) The fixed minimum capital without right of withdrawal shall be the amount of $84,000,000.00 (eighty-four million pesos 00/100 M.N.), in which is included the amount of minimum paid capital indicated in article 29, fraction I, first paragraph of the General Law of Insurance and Mutual Insurance Companies and Societies.

b) ...

III.- ...

Second.- The authorization granted to Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, to organize and function as an insurance institution, after the modification indicated in the previous Resolutive, remains in its entirety in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE MINISTRY OF FINANCE AND PUBLIC CREDIT, TO ASERTA SEGUROS VIDA, S.A. DE C.V., GRUPO FINANCIERO ASERTA, TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty conferred to the Federal Government, through the Ministry of Finance and Public Credit, by article 5th of the General Law of Insurance and Mutual Insurance Companies and Societies, Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, is authorized to organize and function as an insurance institution.

ARTICLE SECOND.- The insurance institution referred to in this resolution is authorized to practice the operation of life insurance, as well as the operation of accidents and diseases, in the lines of personal accidents and medical expenses.

ARTICLE THIRD.- The insurance institution to which this resolution refers, shall be subject to the provisions of the General Law of Insurance and Mutual Insurance Companies and Societies, as well as those derived from it, to the General Law of Commercial Societies, to the other laws applicable to it and in particular, to the following bases:

I. - Its name shall be "Aserta Seguros Vida, Variable Capital Anonymous Society, Grupo Financiero Aserta".

II.- Its social capital shall be variable according to the following:

a)

The fixed minimum capital without right of withdrawal shall be the amount of $84,000,000.00 (eighty-four million pesos 00/100 M.N.), in which is included the amount of minimum paid capital indicated in article 29, fraction I, first paragraph of the General Law of Insurance and Mutual Insurance Companies and Societies.

b)

The variable capital with right of withdrawal in no case may be greater than the paid capital without right of withdrawal.

III.- Its corporate domicile shall be Mexico City, Federal District.

ARTICLE FOURTH.- "Aserta Seguros Vida, Variable Capital Anonymous Society, Grupo Financiero Aserta" shall be subject to the inspection and surveillance of the National Insurance and Sureties Commission.

ARTICLE FIFTH.- By its very nature, this authorization is non-transferable."

Third.- This resolution shall be published in the Official Gazette of the Federation, at the expense of Aserta Seguros Vida, Variable Capital Anonymous Society, Grupo Financiero Aserta in accordance with what is established in article 17 of the General Law of Insurance and Mutual Insurance Companies and Societies.

Sincerely,

Mexico City, December 17, 2018. - The Deputy General Director, Yolanda Torres Segarra.-

Rubric.

(R.- 498675)

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